What changed in this filing

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Item 1A. Risk Factors

2022-02-28 compared with 2021-03-05 · 58 added, 86 removed, 481 unchanged (23% of the section changed)

12 unchanged sentences

We must design, develop, and introduce new products that are accepted by OEMs in order to retain our existing customers and obtain new customers.

Future acquisitions may present integration challenges, and the goodwill, indefinite-lived intangible assets, and other long-term assets recorded in connection with such acquisitions become impaired.

Acquisitions may present integration challenges, and the goodwill, indefinite-lived intangible assets, and other long-term assets recorded in connection with such acquisitions may become impaired.

We are subject to fluctuations in foreign currency exchange rates.

1 unchanged sentence

The manufacturing of our products is highly complex.

Defects in our products could damage our reputation, decrease market acceptance of our products.

Defects in our products could damage our reputation, decrease market acceptance of our products, and result in potentially costly litigation.

We may incur unexpected warranty and performance guarantee claims.

15 unchanged sentences

Changes in U.S.

trade policy, tariff, and import/export regulations may have a material adverse effect on our business.

trade policy, tariffs, and import/export regulations may have a material adverse effect on our business.

We are subject to numerous environmental laws and regulations.

6 unchanged sentences

Restrictive covenants under our credit facilities may limit our current and future operations.

The interest rates on our credit agreement might change based on changes to the method in which LIBOR or its replacement rate is determined.

We may not be able to generate sufficient cash to service all of our indebtedness.

3 unchanged sentences

Future sales of our ordinary shares, or the perception in the public markets that these sales may occur, may depress our share price.

We intend to remain an “emerging growth company” through the end of fiscal 2021.

We do not expect to pay any cash dividends for the foreseeable future.

Our articles of association contain anti-takeover provisions.

Our articles of association contain anti-takeover provisions that could adversely affect the rights of our shareholders.

The issuance of preferred shares could adversely affect holders of ordinary shares.

You may face difficulties in protecting your interests as a shareholder.

Our shareholders may face difficulties in protecting their interests under the laws of the Cayman Islands compared to the laws of the United States.

Certain judgments obtained against us by our shareholders may not be enforceable.

28 unchanged sentences

Additionally, if one or more of the largest OEMs were to decide to single- or sole-source all or a significant portion of manufacturing and assembly work to a single equipment manufacturer, such a development would heighten the risks discussed above.

Our customers exert a significant amount of negotiating leverage over us, which may require us to accept lower prices and gross margins or increased liability risk in order to retain or expand our market share with them.

Our customers exert a significant amount of negotiating leverage over us, which may require us to accept lower prices and gross margins or take on increased liability risk in order to retain or expand our market share with them.

By virtue of our largest customers’ size and the significant portion of our sales that is derived from them, as well as the competitive landscape, our customers are able to exert significant influence and pricing pressure in the negotiation of our commercial arrangements and the conduct of our business with them.

25 unchanged sentences

Any of these conditions or events could have a material adverse effect on our business, financial condition and results of operations.

In 2016, the United Kingdom voted to leave the European Union (“EU”) (commonly referred to as “Brexit”).

On December 24, 2020, an agreement was reached between the UK and EU regarding trade, services, commerce and human rights.

The UK is now primarily focused on negotiating trade agreements with the United States and other countries.

While the current UK – EU agreement does not create any new taxes for cross border commerce, a significant increase in paperwork required at the border could delay goods and as a result increase transit costs and time for delivery.

The long-term nature of the UK’s relationship with other countries now that the EU negotiation is complete is unclear and there is considerable uncertainty with regards to future UK trade relationships.

Brexit continues to have the potential to disrupt the free movement of goods, services, and people between the UK, the EU, and elsewhere.

There can be no assurance that any or all of these events, or others that we cannot anticipate at this time, will not have a material adverse effect on our business, financial condition and results of operations.

The withdrawal of the United Kingdom (“U.K.”) from the European Union (“E.U.”) (commonly referred to as “Brexit”) took effect on January 31, 2020.

On December 30, 2020, the U.K.

passed legislation giving effect to a trade and cooperation agreement with the E.U., which became effective on May 1, 2021.

Under the trade and cooperation agreement, U.K.

service suppliers no longer benefit from automatic access to the entire E.U.

single market, U.K.

goods no longer benefit from the free movement of goods and there is no longer the free movement of people between the U.K.

Brexit may also lead to legal uncertainty and potentially divergent national laws and regulations as the U.K.

determines which E.U.

laws to replace or replicate, and those laws and regulations may be cumbersome, difficult or costly in terms of compliance.

Any of these effects of Brexit, among others, could adversely affect our business, financial condition, operating results and cash flows.

Our business has been adversely affected by the COVID‑19 pandemic and we continue to face risks related to COVID‑19 which could significantly disrupt our operations, customer demand, and our suppliers’ ability to support us, resulting in material adverse impacts to our business, financial condition, operating results, and cash flows.

We are closely monitoring the COVID‑19 pandemic.

The virus has spread to many countries and has been declared by the World Health Organization to be a pandemic, resulting in action from federal, national, state, and local governments that has significantly affected virtually all facets of the U.S.

and global economies.

government has implemented enhanced screenings, quarantine requirements, and travel restrictions in connection with the COVID‑19 outbreak.

COVID-19 has had, and continues to have, a significant impact around the world, prompting governments and businesses to take unprecedented measures in response.

Such measures have included restrictions on travel and business operations, temporary closures of businesses, and quarantine and shelter-in-place orders.

The COVID-19 pandemic has at times significantly curtailed global economic activity and caused significant volatility and disruption in global financial markets.

Shelter-in-place orders and other measures, including work-from-home and social distancing policies implemented to protect employees, have resulted in reduced workforce availability at product manufacturing sites, construction delays, and reduced output at some of our vendors and suppliers.

2 unchanged sentences

Our customers have experienced, and may continue to experience, disruptions in their operations and supply chains, which can result in delayed, reduced, or canceled orders, or collection risks, and which may adversely affect our results of operations.

Our business may be more adversely impacted by the effects of COVID‑19 in the future.

We source materials from different parts of the world that have been affected by the virus which could have an adverse impact on our supply chain operations and ability to get materials needed to build our products.

Additionally, the disruption to global markets that has occurred due to the epidemic has increased uncertainty for semiconductor demand.

The current outbreak has resulted in an economic slowdown in many parts of the world, and it is impossible to predict the duration, speed, and location of a recovery and the impact a recovery would have on semiconductor demand and the demand for semiconductor capital equipment.

Given the significant economic uncertainty and volatility created by the pandemic, it is difficult to predict the nature and extent of impacts on demand for our products.

The spread of COVID ‑19 has caused us to modify our business practices (including employee travel, employee work locations, cancellation of physical participation in meetings, events and conferences, and social distancing measures), and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers, partners, vendors, and suppliers.

Work-from-home and other measures introduce additional operational risks, including cybersecurity risks, and have affected the way we conduct our product development, validation, and qualification, customer support, and other activities, which could have an adverse effect on our operations.

There is no certainty that such measures will be sufficient to mitigate

the risks posed by the virus, and illness and workforce disruptions could lead to unavailability of key personnel and harm our ability to perform critical functions.

The extent of the impact of COVID‑19 on our operational and financial performance will depend on future developments, including, but not limited to, the duration and spread of the outbreak, the speed of local vaccination distribution and the effectiveness of the vaccine, government mandates and guidelines designed to address the current state of the pandemic, and related travel advisories and restrictions, all of which are highly uncertain and cannot be predicted.

In most countries in which we operate, the local government authorities have designated our operations as an “essential business” which allows us to continue to operate our factories and business under specific rules and protocols designed to ensure the health and safety of our employees, suppliers, and visitors to our facilities, however, changes to this classification may result in potential closure of our operations for an uncertain duration, impacting our business.

There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus, and illness and workforce disruptions could lead to unavailability of key personnel and harm our ability to perform critical functions.

The extent of the impact of COVID‑19 on our operational and financial performance will depend on future developments outside our control, including, but not limited to, the timing, extent, trajectory and duration of the pandemic;

the emergence of new variants;

the development, availability and effectiveness of vaccines and treatments;

and the imposition of protective public safety measures, including travel advisories and restrictions.

In most countries in which we operate, the local government authorities have designated our operations as an “essential business,” which allows us to continue to operate our factories and business under specific rules and protocols designed to ensure the health and safety of our employees, suppliers, and visitors to our facilities.

However, changes to this classification may result in potential closure of our operations for an uncertain duration, in turn impacting our business.

Preventing the effects from, and responding to, this market disruption or any other public health threat, related or otherwise, may further increase costs of our business and may have a material adverse effect on our business, financial condition, and results of operations.

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If any of the new products we develop are not launched or successful in the market, our business, financial condition and results of operations could be materially adversely affected.

Future acquisitions may present integration challenges, and if the goodwill, indefinite-lived intangible assets , and other long-term assets recorded in connection with such acquisitions become impaired, we would be required to record impairment charges, which may be significant.

Acquisitions may present integration challenges, and if the goodwill, indefinite-lived intangible assets, and other long-term assets recorded in connection with such acquisitions may become impaired, we would be required to record impairment charges, which may be significant.

We have acquired strategic businesses in the past and if we find appropriate opportunities in the future, we may acquire businesses, products or technologies that we believe are strategic.

The process of integrating an acquired business, product or technology may produce unforeseen operating difficulties and expenditures, fail to result in expected synergies or other benefits and absorb significant attention of our management that would otherwise be available for the ongoing development of our business.

The process of integrating an acquired business, product or technology may produce unforeseen operating difficulties and expenditures, fail to result in expected synergies or other benefits or absorb significant attention of our management that would otherwise be available for the ongoing development of our business.

Our ability to realize anticipated benefits of acquisitions and other strategic initiatives may also be affected by the incurrence of additional indebtedness in connection with financing, regulatory challenges or our ability to retain key employees and customers of the acquired company.

In addition, we may record a portion of the assets we acquire as goodwill, other indefinite-lived intangible assets or finite-lived intangible assets.

5 unchanged sentences

Many of the costs and expenses associated with our Singapore, Malaysian and U.K.

operations are paid in Singapore dollars, Malaysian ringgit or British pounds (or euros), respectively, and we expect our exposure to these currencies to increase as we increase our operations in those countries.

operations are paid in Singapore dollars, Malaysian ringgit, British pounds, or euros, respectively, and we expect our exposure to these currencies to increase as we increase our operations in those countries.

As a result, our risk exposure from transactions denominated in non-U.S.

75 unchanged sentences

however, we could suffer material financial or other losses in the future and we are not able to predict the severity of these attacks.

Our risk and exposure to these matters remains heightened because of, among other things, the evolving nature of these threats, the current global economic and political environment, our prominent size and scale and our role in the financial services industry, the outsourcing of some of our business operations, the ongoing shortage of qualified cyber-security professionals, and the interconnectivity and interdependence of third parties to our systems.

Our risk and exposure to these matters remains heightened because of, among other things, the evolving nature of these threats, the current global economic and political environment, our prominent size and scale, the outsourcing of some of our business operations, the ongoing shortage of qualified cyber-security professionals, and the interconnectivity and interdependence of third parties to our systems.

The occurrence of a cyber-attack, breach, unauthorized access, misuse, computer virus or other malicious code or other cyber-security event could jeopardize or result in the unauthorized disclosure, gathering, monitoring, misuse, corruption, loss or destruction of confidential and other information that belongs to us, our customers, our counterparties, third-party service providers or borrowers that is processed and stored in, and transmitted through, our computer systems and networks.

3 unchanged sentences

Any material disruption in our information technology systems, or delays or difficulties in implementing or integrating new systems or enhancing current systems, could have an adverse effect on our business, and results of operations.

Certain of our customers require that we consult with them in connection with specified fundamental changes in our business, and address any concerns or requests such customer may have in connection with a fundam ental change .

Certain of our key customers require that we consult with them in connection with specified fundamental changes in our business, including, among other things:

30 unchanged sentences

As a result, labor disruptions at any of our facilities could materially adversely affect our business, financial condition and results of operations.

Our business is subject to the risks of severe weather, earthquakes, fire, power outages, floods, and other catastrophic events, and to interruption by man-made disruptions, such as terrorism.

Our facilities could be subject to a catastrophic loss caused by natural disasters, including severe weather, fires, earthquakes or other events, including a terrorist attack, a pandemic, epidemic or outbreak of a disease (including the COVID‑19 coronavirus).

Our business is subject to the risks of severe weather, earthquakes, fire, power outages, floods, and other catastrophic events, including weather events resulting from climate change, and to interruption by man-made disruptions, such as terrorism.

Increasing concentrations of greenhouse gasses in the Earth’s atmosphere and climate change may produce significant physical effects on weather conditions, such as increased frequency and severity of droughts, storms, floods, and other climatic events.

While we maintain disaster recovery plans, they might not adequately protect us.

Despite any precautions we take for natural disasters or other catastrophic events, these events, including terrorist attack, a pandemic, epidemic or outbreak of a disease (including the COVID‑19 coronavirus), hurricanes, fire, floods and ice and snow storms, could result in damage to and closure of our or our customers’ facilities or the infrastructure on which such facilities rely.

Additional, it could delay production and shipments, reduce sales, result in large expenses to repair or replace the facility and we may experience extended power outages at our facilities.

Despite any precautions we take for natural disasters or other catastrophic events, these events, including terrorist attack, a pandemic, epidemic or outbreak of a disease (including COVID‑19), hurricanes, fire, floods and ice and snow storms, could result in damage to and closure of our or our customers’ facilities or the infrastructure on which such facilities rely.

Additionally, it could delay production and shipments, reduce sales, result in large expenses to repair or replace the facility and we may experience extended power outages at our facilities.

Disruption in supply resulting from natural disasters or other causalities or catastrophic events may result in certain of our suppliers being unable to deliver sufficient quantities of components or raw materials at all or in a timely manner, disruptions in our operations or disruptions in our customers’ operations.

49 unchanged sentences

Changes in U.S.

trade policy, tariff, and import/export regulations may have a material adverse effect on our business, financial condition and results of operations.

trade policy, tariffs, and import/export regulations may have a material adverse effect on our business, financial condition and results of operations.

Our international operations and transactions also depend upon favorable trade relations between the United States and the foreign countries in which our customers and suppliers have operations.

2 unchanged sentences

as a result of such changes, could adversely affect our business.

The current U.S.

presidential administration may institute or propose changes in trade policies that include the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the U.S., economic sanctions on individuals, corporations or countries, and other government regulations affecting trade between the U.S.

Legislators in the U.S.

may institute or propose changes in trade policies that include the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the U.S., economic sanctions on individuals, corporations or countries, and other government regulations affecting trade between the U.S.

and other countries where we conduct our business.

It may be time-consuming and expensive for us to alter our business operations in order to adapt to or comply with any such changes.

As a result of recent policy changes of the U.S.

presidential administration and recent U.S.

government proposals, there may be greater restrictions and economic disincentives on international trade.

The new tariffs and other changes in U.S.

As a result of recent trade policy changes in the U.S., there may be greater restrictions and economic disincentives on international trade.

The recent tariffs and other changes in U.S.

trade policy could trigger retaliatory actions by affected countries, and certain foreign governments have instituted or are considering imposing trade sanctions on certain U.S.

4 unchanged sentences

We may not succeed in developing and implementing policies and strategies to counter the foregoing factors effectively in each location where we do business and the foregoing factors may cause a reduction in our sales, profitability or cash flows, or cause an increase in our liabilities.

We are subject to numerous environmental laws and regulations, which could require us to incur environmental liabilities, increase our manufacturing and related compliance costs or otherwise adversely affect our business.

We are subject to a variety of federal, state, local and foreign laws and regulations governing the protection of the environment.

We are subject to numerous environmental laws and regulations, including laws and regulations addressing climate change , which could require us to incur environmental liabilities, increase our manufacturing and related compliance costs or otherwise adversely affect our business.

We are subject to a variety of federal, state, local and foreign laws and regulations governing the protection of the environment or addressing climate change.

These environmental laws and regulations include those relating to the use, storage, handling, discharge, emission, disposal and reporting of toxic, volatile or otherwise hazardous materials used in our manufacturing processes.

2 unchanged sentences

If we were to violate or become liable under environmental laws and regulations or become non-compliant with permits required at some of our facilities, we could be held financially responsible and incur substantial costs, including cleanup costs, fines and civil or criminal sanctions, third-party property damage or personal injury claims.

Concern over climate change may result in new or increased legal and regulatory requirements to reduce or mitigate the effects of climate change.

Increased costs of energy or compliance with emissions standards due to legal or regulatory requirements related to climate change may cause disruptions in or increased costs associated with manufacturing our products.

Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

As a publicly traded company, we are required to comply with the SEC’s rules implementing Section 302 and 404 of the Sarbanes‑Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting.

Pursuant to the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting under Section 404(b) of the Sarbanes‑Oxley Act until our fiscal year 2021.

Because we are no longer an emerging growth company, our independent registered public accounting firm is required to attest to the effectiveness of our internal control over financial reporting under Section 404(b) of the Sarbanes‑Oxley Act.

Accordingly, we may incur additional costs to comply with Section 404(b).

1 unchanged sentence

We previously identified material weaknesses in our internal control over financial reporting, and if we fail to maintain an effective system of internal controls, disclosure controls, and procedures, we may not be able to accurately report our financial results, prevent fraud, or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our share price.

As previously disclosed in our Annual Report on Form 10‑K for the year ended December 27, 2019, we identified material weaknesses in our internal controls over financial reporting related to the prevention and timely detection of funds transfers to unauthorized accounts due to criminal fraud by persons impersonating one of our suppliers.

We completed remediation measures related to the material weaknesses and concluded that our internal control over financial reporting was effective as of December 27, 2019.

Completion of remediation does not provide assurance that our remediation or other controls will continue to operate properly or remain adequate.

In 2021, we identified material weaknesses related to ineffective information technology general controls (“ITGCs”) in the areas of user access and program change management over certain information technology systems (“IT Systems”) that support our financial reporting processes.

For a detailed summary of these material weaknesses, including our remediation steps, please refer to Item 9A – Controls and Procedures.

In addition, we have identified material weaknesses in our internal controls over financial reporting in prior years.

If we are unable to maintain effective internal control over financial reporting or disclosure controls and procedures, our ability to record, process, and report financial information accurately and to prepare financial statements within required time periods could be adversely affected, which could subject us to litigation, investigations, or penalties;

negatively affect our liquidity, our access to capital markets, perceptions of our creditworthiness, our ability to complete acquisitions, our ability to maintain compliance with covenants under our debt instruments or derivative arrangements regarding the timely filing of periodic reports, or investor confidence in our financial reporting, any of which may divert management resources or cause our stock price to decline.

Further, remediation of a material weakness does not provide assurance that our remediation or other controls will continue to operate properly or remain adequate.

There are limitations on the effectiveness of controls, and the failure of our control systems may materially and adversely impact us.

7 unchanged sentences

The SEC adopted final rules in 2012 which took effect at the end of January 2013.

Because we manufacture products which may contain tin, tungsten, tantalum or gold, we will be required under these rules to determine whether those minerals are necessary to the functionality or production of our products and, if so, conduct a country of origin inquiry with respect to all such minerals.

Because we manufacture products which may contain tin, tungsten, tantalum or gold, we are required under these rules to determine whether those minerals are necessary to the functionality or production of our products and, if so, conduct a country of origin inquiry with respect to all such minerals.

If any such minerals may have originated in the Democratic Republic of the Congo, or the DRC, or any of its adjoining countries, or the “covered countries,” then we and our suppliers must conduct diligence on the source and chain of custody of the conflict minerals to determine if they did originate in one of the covered countries and, if so, whether they financed or benefited armed groups in the covered countries.

38 unchanged sentences

We also may need to negotiate changes to the covenants in the agreements governing our credit facilities in the future if there are material changes in our business, financial condition or results of operations, but we cannot assure you that we will be able to do so on terms favorable to us or at all.

The interest rates on our credit agreement might change based on changes to the method in which LIBOR or its replacement rate is determined.

In July 2017, the Financial Conduct Authority (“FCA”) that regulates LIBOR announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021.

As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee (“ARRC”) which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to USD-LIBOR in derivatives and other financial contracts.

We are not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets.

Any changes adopted by FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR.

If that were to occur, our interest payments could change.

In addition, uncertainty about the extent and manner of future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form.

We have agreements that are indexed to LIBOR, including our credit agreement.

We are monitoring and evaluating the related risks that arise in connection with transitioning contracts to a new alternative rate, including any resulting value transfer that may occur.

The value of loans, securities, or derivative instruments tied to LIBOR could also be impacted if LIBOR is limited or discontinued.

For some instruments, the method of transitioning to an alternative rate may be challenging, as they may require negotiation with the respective counterparty.

If an agreement is not transitioned to an alternative rate and LIBOR is discontinued, the impact is likely to vary by agreement.

If LIBOR is discontinued or if the methods of calculating LIBOR change from their current form, interest rates on our current or future indebtedness and related interest rate swaps may be adversely affected.

While we expect LIBOR to be available in substantially its current form until the end of 2021, it is possible that LIBOR will become unavailable prior to that point.

This could result, for example, if sufficient banks decline to make submissions to the LIBOR administrator.

In that case, the risks associated with the transition to an alternative reference rate will be accelerated and magnified.

We may not be able to generate sufficient cash to service all of our indebtedness, including under our credit facilities, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

45 unchanged sentences

Sales of substantial amounts of our ordinary shares in the public market, or the perception that these sales could occur, could adversely affect the price of our ordinary shares and could impair our ability to raise capital through the sale of additional shares.

We intend to remain an “emerging growth company” through the end of fiscal 2021 and our reduced public company disclosure could make our ordinary shares less attractive to investors.

We intend to remain an emerging growth company, as defined in the JOBS Act, through the end of fiscal 2021.

Until such time, we may choose to take advantage of exemptions from various public company reporting requirements.

These exemptions include, but are not limited to, (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes‑Oxley Act, (ii) reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements, and (iii) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We have taken advantage of certain of the reduced disclosure obligations regarding executive compensation and may elect to take advantage of other reduced disclosure obligations in our SEC filings.

As a result, the information that we provide to holders of our ordinary shares may be different than you might receive from other public reporting companies in which you hold equity interests.

We cannot predict if investors will find our ordinary shares less attractive as a result of our reliance on these exemptions.

If some investors find our ordinary shares less attractive as a result of any choice we make to reduce disclosure, there may be a less active trading market for our ordinary shares and the price for our ordinary shares may be more volatile.

We do not expect to pay any cash dividends for the foreseeable future.

We do not anticipate that we will pay any cash dividends on our ordinary shares for the foreseeable future.

Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon our financial condition, results of operations, contractual restrictions (including those under our Credit Facilities and any potential indebtedness we may incur in the future), restrictions imposed by applicable law, tax considerations and other factors our Board of Directors deems relevant.

There can be no assurance that we will pay a dividend in the future or continue to pay any dividend if we do commence paying dividends.

Accordingly, realization of a gain on an investment in our ordinary shares will depend on the appreciation of the price of our ordinary shares, which may never occur.

Investors seeking cash dividends in the foreseeable future should not purchase our ordinary shares.

Our articles of association contain anti-takeover provisions that could adversely affect the rights of our shareholders.

11 unchanged sentences

If we issue preferred shares in the future that have preference over our ordinary shares with respect to the payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred shares with voting rights that dilute the voting power of our ordinary shares, the rights of holders of our ordinary shares or the price of our ordinary shares could be adversely affected.

You may face difficulties in protecting your interests as a shareholder, as Cayman Islands law provides substantially less protection when compared to the laws of the United States.

Our shareholders may face difficulties in protecting their interests as a shareholder, as Cayman Islands law provides substantially less protection when compared to the laws of the United States.

Our corporate affairs are governed by our amended and restated memorandum and articles of association and by the Companies Law (2013 Revision) and common law of the Cayman Islands.

17 unchanged sentences

Based on the value of our assets and the composition of our income and assets, we do not believe we were treated as a PFIC for U.S.

federal income purposes for our taxable year end ed December 25, 2020.

T he determination of PFIC status is based on an annual determination that cannot be made until the close of a taxable year, involves extensive factual investigation, including ascertaining the fair market value of all of our assets on a quarterly basis and the character of each item of income that we earn, and is subject to uncertainty in several respects.

Accordingly, we cannot assure you that we were not treated as a PFIC for our taxable year end ed December 25, 2020 or any prior taxable year, that we will not be treated as a PFIC for the current or any future taxable year or that the IRS will not take a position contrary to any position that we take .

federal income purposes for our taxable year ended December 31, 2021.

The determination of PFIC status is based on an annual determination that cannot be made until the close of a taxable year, involves extensive factual investigation, including ascertaining the fair market value of all of our assets on a quarterly basis and the character of each item of income that we earn, and is subject to uncertainty in several respects.

Accordingly, we cannot assure you that we were not treated as a PFIC for our taxable year ended December 31, 2021 or any prior taxable year, that we will not be treated as a PFIC for the current or any future taxable year or that the IRS will not take a position contrary to any position that we take.

If we are a PFIC for any taxable year during which a U.S.

17 unchanged sentences

investor should consult its tax advisors regarding the potential application of these rules to an investment in our shares in its particular circumstances.

UNRESOLVED STAFF COMMENTS

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors